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DRAFT Model NRP VCC For demonstration purposes only.

VCC 16-[PCAS#]-NRP Legal Name of NRP File # of 35

VOLUNTARY CLEANUP CONTRACT 16-[PCAS#]-NRP

IN THE MATTER OF

[SITE NAME], NAME OF COUNTY and

LEGAL NAME OF NRP

This Contract is entered into by the South Carolina Department of Health and

Environmental Control and [Company Name], with respect to the Property located at

STREET ADDRESS, CITY, South Carolina. The Property includes approximately

NUMBER OF acres identified by Tax Map Serial Number(s) ###. In entering this

Contract, the Department relies on the representations contained in the “Non Responsible

Party Application for Voluntary Cleanup Contract" of DATE RECEIVED, and any

amendments thereto, by LEGAL NAME OF NRP, which is incorporated into this Contract

and attached as Appendix A.

AUTHORITY

This Contract is entered into pursuant to the Brownfields/Voluntary Cleanup Program,

S.C. Code Ann. §§ 44-56-710, et seq. (2002 & Supp. 2015); the South Carolina

Hazardous Waste Management Act (SCHWMA), S.C. Code Ann. §§ 44-56-10, et seq.

(2002 & Supp. 2015); the Comprehensive Environmental Response, Compensation and

Liability Act (CERCLA), 42 U.S.C. §§ 9601, et seq. (1994); the State Underground

Petroleum Environmental Response Bank Act, (SUPERB Act), S.C. Code Ann. §§ 44-2-

10, et seq. (2002 & Supp. 2015); and the Pollution Control Act, S.C. Code Ann. §§ 48-1-

10 et seq. (2008 & Supp. 2015).

DEFINITIONS

1. Unless otherwise expressly provided in this Contract, terms used herein shall have

the meaning assigned to them pursuant to the Brownfields/Voluntary Cleanup



Program, and if not set forth therein, shall have the meaning assigned to them

pursuant to the SCHWMA, the PCA, the SUPERB Act, or CERCLA.

A. “[The Company – abbreviated]” means [Company Name – full legal name].

B. “Beneficiaries” means [The Company]’s Non-Responsible Party lenders,

signatories, parents, subsidiaries, and successors, including new purchasers,

lessees, and other parties acquiring an interest in any portion of the Property, but

only to the extent that such parties have never been a Responsible Party at the

Site.

C. “Contamination” means the presence of a contaminant, pollutant, hazardous

substance, petroleum, or petroleum product.

D. “Contract” means this Voluntary Cleanup Contract.

E. “Department” means the South Carolina Department of Health and Environmental

Control, or a successor agency of the State of South Carolina that has

responsibility for and jurisdiction over the subject matter of this Contract.

F. “Existing Contamination” shall mean any Contamination present on, or under, the

Site as of the execution date of this Contract.

G. “Property” means the real property as described in the Non Responsible Party

Application for Voluntary Cleanup Contract attached as Appendix A, and that is

subject to the ownership, prospective ownership, or possessory or contractual

interest of [The Company] or its Beneficiaries.

H. “Segregated Sources” means drums, tanks, or similar discrete containers that



potentially hold substances that may cause Contamination upon release to the

environment.

I. "Site" means all areas where a contaminant, petroleum, or petroleum product has

been released, deposited, stored, disposed of, or placed or otherwise comes to be

located; "Site" does not include any consumer product in consumer use or any

vessel.

J. “Waste Materials” means any Contamination-causing solid, semi-solid, or liquid

material discarded, buried, or otherwise present on the Property, and may include

sludge, slag, or solid waste materials such as empty containers and demolition

debris or materials containing asbestos, lead-based paint, or petroleum or other

contaminants.

FINDINGS

2. Based on the information known by or provided to the Department, the following

findings are asserted for purposes of this Contract:

A. Owners and Operators: The owners and operators of the Property include the

following:

[oldest pertinent owner/ operator] [Year] to [Year]

[next owner/ operator] [Year] to [Year]

[use “TAB” to add more

rows

ETC.

B. Property and Surrounding Areas: The Property is bounded generally by [Location

and description of the Property]. [More history]



C. Investigations / Reports; Regulatory Issues: [More PERTINENT History… keep

adding paragraphs as necessary…title them as applicable]

D. Applicant Identification: [The Company] is a [state of company's organization or

where incorporated] [“business corporation," limited liability company - LLC, etc.

- modify according to applicant] with its principal place of business located at

[address of headquarters].

E. Proposed Redevelopment: [The Company] will acquire the Property and intends

to [Proposed future use of the Property.]

CERTIFICATIONS

3. [The Company] has certified upon application that: 1) [The Company] [is/are] not a

Responsible Party at the Site, or a parent, successor, or subsidiary of a Responsible

Party at the Site and [has/have] not had any involvement with the Property in the past

other than activities performed in anticipation of participation in the Voluntary Cleanup

Program; 2) its activities will not aggravate or contribute to existing contamination on

the Site or pose significant human health or environmental risks; and, 3) it is

financially viable to meet the obligations under this Contract.

RESPONSE ACTION

4. [The Company] agrees to conduct the response actions specified in the sub-

paragraphs below. An initial Work Plan shall be submitted by [The Company], or its

designee, within thirty (30) days after the date of execution of this Contract by the

Department, or such earlier or later date if approved by the Department’s project

manager. A report of the assessment results shall be submitted by [The Company],

or its designee in accordance with the schedule provided in the initial Work Plan. [The

Company] acknowledges that the assessment may find distributions of Existing

Contamination requiring additional assessment and/or corrective action on the



Property that cannot be anticipated with this Contract. [The Company] agrees to

perform the additional assessment and/or corrective action consistent with the

intended uses of the Property under the purview of this Contract; however, [The

Company] may seek an amendment of this Contract to clarify its further

responsibilities. [The Company] shall perform all actions required by this Contract,

and any related actions of [The Company]’s choosing not expressly required by this

Contract, pursuant to Work Plans and/or Addenda approved by the Department.

A. Work Plan Logistics:

1). The Work Plan(s) shall set forth a schedule and methods for assessment and

corrective action activities detailed herein.

2). The Work Plan(s) shall be submitted to the Department in the form of one hard

copy and one electronic copy of the entire Work Plan on a compact disk (in

.pdf format).

3). All activities undertaken pursuant to this Contract shall be consistent with S.C.

statutes, regulations, and permitting requirements (e.g., stormwater

management and waste disposal regulations). [The Company] shall identify

and obtain the applicable permits before beginning any action.

4). The Work Plan(s) shall be in accordance with accepted industry standards and

shall be signed and sealed by a Professional Engineer or Professional

Geologist duly-licensed in South Carolina.

5). The Work Plan(s) shall provide detailed information about the proposed

sampling points, collection methods, analytical methods, quality assurance

procedures, and other pertinent details of the assessment and/or corrective

measures activities consistent with the following:

a). Sample collection methodologies shall be consistent with the US EPA

Region IV Field Branches Quality System and Technical Procedures.

b). All monitoring wells and groundwater sampling points shall be constructed

in accordance with the South Carolina Well Standards, 6 S.C. Code Ann. Commented [OJC1]: Deleted by Sara in my Inman VCC on 12/6/16



Regs. 61-71 (2012 & Supp. 2016). The Work Plan shall provide sufficient

detail to support issuance of the well approvals by the Department.

c). The laboratory analyses for samples taken pursuant to the Work Plan are

specified in the media-specific sub-paragraphs below, but may include any

of the following:

i. the full EPA Target Analyte List (TAL);

i). EPA Target Analyte List excluding cyanide (TAL-Metals);

ii. the full EPA Target Compound List (TCL);

i). EPA Target Compound List Volatile Organic Compounds (TCL-

VOCs);

ii). EPA Target Compound List Semi-Volatile Organic Compounds

(TCL-SVOCs);

iii). EPA Target Compound List Pesticides (TCL-Pesticides);

iv). EPA Target Compound List Polychlorinated Biphenyls (TCL-

PCBs).

iii. [and/or any other special parameter testing based on site history]

d). All analytical methods shall use appropriate detection levels to allow

comparison to the media-specific screening criteria listed in the “United

States Environmental Protection Agency Regional Screening Levels for

Chemical Contaminants at Superfund Sites” (EPA RSLs) in effect at the

time of sampling. The applicable Protection of Groundwater Soil Screening

Level (SSL) shall be the “MCL-Based SSL”, if listed. If the applicable

screening criteria are lower than achievable detection levels, the analytical

method shall use the lowest achievable detection levels.

6). The Work Plan shall include the names, addresses, and telephone numbers

of [The Company]'s consulting firm(s), analytical laboratories, and [The

Company]'s contact person for matters relating to this Contract and the Work

Plan.

a). The analytical laboratory shall possess applicable Certification defined in



the State Environmental Laboratory Certification Program, 7 S.C. Code

Ann. Regs. 61-81 (2012), for the test method(s) and parameters specified

in the Work Plan.

b). [The Company] shall notify the Department in writing of any changes

concerning the consulting firm(s), contact person(s), or laboratory identified

in the Work Plan.

7). The Department will notify [The Company] in writing of approvals or

deficiencies in the Work Plan.

8). [The Company], or its designee, shall respond in writing within thirty (30) days

of receipt of any comments on the Work Plan by the Department.

9). [The Company] shall begin implementation of the Work Plan as soon as

reasonably possible after receipt of written approval of the Work Plan by the

Department.

10). [The Company] shall inform the Department at least five (5) working days in

advance of all field activities conducted pursuant to the Work Plan, and shall

allow the Department, or its authorized representatives, to take duplicates of

any samples if desired.

11). [The Company] shall preserve items on the Property that may: 1) provide

evidence of a Potentially Responsible Party's involvement at the Site; 2) lead

to the discovery of other areas of Contamination at the Site; or 3) contain

environmental information related to the Site. Such items may include drums,

bottles, labels, business and operating records, contracts, Site studies,

investigations, and other physical or written materials relating to the Site. [The

Company] shall notify the Department of the location of any such items, and

provide the Department with an opportunity to inspect any materials or copy

any documents at the Department's expense prior to destruction of said items.

B. Report Logistics

1). Report(s) shall be prepared in accordance with accepted industry standards



and shall be certified by signature and seal of a Professional Engineer or

Professional Geologist duly licensed in South Carolina.

2). The report(s) of assessment and/or corrective measures activities shall include

a discussion of investigation methods and any deviations from the Department

approved Work Plan. Report(s) shall also include tables and figures to

summarize all data, a surveyed map documenting sampling locations,

documentation of field observations including well core logs, sample

descriptions, field screening results, and all laboratory analytical data.

3). All report(s) shall be submitted to the Department in the form of one hardcopy

and one electronic copy of the entire report on a compact disk (in .pdf format).

C. Assess Waste Materials and Segregated Sources:

1). [The Company] shall characterize all Waste Materials and Segregated

Sources identified below. Assessment shall include an evaluation of

contaminant concentrations and an estimation of the quantity or extent of each

type of Waste Material or Segregated Source, as applicable, or as specified

below.

a). [List any Waste Materials and Segregated Sources as identified from the

Phase I Report and site visit, and specify characterization information

needed. Example: Slag pile, estimate volume and collect two samples for

TCLP analysis.]

b). [list any additional Waste Materials and characterization requirements, etc.]

2). [The Company] shall [also] characterize for disposal any [other] Waste Material

and Segregated Sources that may be discovered on the Property at any time

during assessment, corrective action, or development activities in accordance

with applicable regulations.

3). Upon discovery of any Segregated Source that has not yet released all of its

contents to the environment, [The Company] shall expeditiously stabilize or

remove the Segregated Source from the Property.



4). [The Company] shall immediately notify the Department if a release of

Contamination occurs as a result of its assessment, stabilization or removal

actions. [The Company] shall assess the impact of the release and take

necessary action in accordance with a Department approved plan.

D. Conduct a well survey:

1). [The Company] shall map all public and private wells used for drinking water

supply within a one-half mile radius of the Property, and wells used for

irrigation or other non-drinking water use within a one-quarter mile radius.

2). [The Company] shall report sufficient information to the Department to allow

the Department to secure permission to sample the wells. At a minimum, this

information shall include the: 1) Location of the well; 2) Identity and mailing

address of the well owner; and, 3) Telephone number, if publicly available or

otherwise known to [The Company], of the well owner or occupant of the

residence served by the well.

E. Assess soil quality across the Property:

1). [The Company] shall collect and analyze a minimum of [XX] soil samples from

[XX] locations on the Property. [The Company] shall collect one surface soil

sample (0-1 foot below ground surface) and one subsurface soil sample (2 foot

minimum depth) from each of the following locations:

a). A presumed background location [specify analysis for inorganics or off-site

source parameters, if applicable].

b). [List other locations and specified analytical parameters, etc., add

subparagraphs as needed]

2). Unless otherwise specified above, each surface soil sample shall be analyzed

for TAL-Metals and SVOCs. Each subsurface sample shall be analyzed for

TAL-Metals, VOCs and SVOCs [plus any other parameters as determined

based on site history]. A minimum of [XXX] surface and [XXX ] subsurface



samples from a probable impacted area [specify location(s) based on site

history] shall be analyzed for the full EPA-TAL (includes cyanide) and EPA-

TCL.

3). Soil quality results shall be compared to the EPA RSL Resident and Industrial

Screening Levels and to the applicable Protection of Groundwater SSL.

F. Assess groundwater quality:

1). [The Company] shall assess groundwater quality and flow direction across the

Property. Assessment shall include samples from a minimum of [XX]

[permanent/ temporary] monitoring wells to be installed as [singular or well

pairs in xx locations etc]. [The well pairs shall consist of a well screened to

bracket the water table, and a well screened at the bedrock-saprolite interface

or upper confining layer, etc.] [In the event that groundwater is not

encountered above the bedrock /confining layer etc., the shallower wells may

be omitted after consultation with the Department.] Specific locations shall be

as follows:

a). a location presumed to be hydraulically downgradient of a potential off-site

source;

b). a presumed background location, which may be the same location as the

background soil location above.

c). [specify other locations to include potential source areas]

2). Samples from all groundwater monitoring wells shall be analyzed for TAL-

Metals, VOCs and SVOCs [plus any other parameters as determined based

on site history]. In addition, [XXX] downgradient well pairs shall have both

samples analyzed for the full EPA-TAL (includes cyanide) and EPA-TCL.

[specify location(s) based on site history].

3). Groundwater quality results shall be compared to the primary maximum

contaminant level (MCL) standards in the State Primary Drinking Water

Regulations, 4 S.C. Code Ann. Regs. 61-58 (2011 & Supp. 2015), or, if not



specified in R.61-58, to the EPA RSL for “Tapwater.”

G. Assess surface water and sediment quality:

1). [The Company] shall collect and analyze [XX] sediment and [XX] water

samples from water bodies on the Property. The samples shall be collected

as:

a). [XX] sediment and corresponding water samples from the sample location

at the most downgradient portion of the [canal, stream, drainage ditch] on

the Property, etc.

b). etc

2). All surface water and sediment samples shall be analyzed for the TAL-Metals,

VOCs and SVOCs [specify location(s) and analytical parameters based on site

history].

3). Surface water quality results shall be compared to the values in the Water

Classifications and Standards, 6 S.C. Code Ann. Regs. 61-68 (2012, as

amended), based on consumption of either “water and organisms” or

“organisms only” as applicable for the water body. Sediment samples shall be

compared to the Ecological Screening Values in EPA Region 4 Ecological Risk

Assessment – Supplement to Risk Assessment Guidance for Superfund

(RAGS).

H. Evaluate and control potential impacts to indoor air:

1). [The Company] shall evaluate potential impacts to indoor air if the Department

determines that the concentrations of VOCs present in the subsurface pose a

threat to indoor air quality based on EPA OSWER “Technical Guide for

Assessing and Mitigating the Vapor Intrusion Pathway from Subsurface Vapor

Sources to Indoor Air” dated June 2015 and supplemental EPA guidance

(“Vapor Intrusion Technical Guide”). The Department’s decision will be

constrained towards predicting [residential] [commercial] exposures consistent



with the building construction [existing OR that is proposed to be used] on the

Property.

OR, if current data already indicates that the potential for vapor intrusion needs

to be assessed, replace paragraph 1) above with the following paragraph 1):

[The Company] shall further evaluate potential impacts of vapor intrusion risk

to indoor air based on documented contaminant concentrations [in soil gas,

indoor air, groundwater as applicable] that may pose a threat to indoor air

quality based on the Vapor Intrusion Technical Guide.

2). If required (if vapor intrusion assessment is not required at this time), [The

Company] shall submit a Vapor Intrusion Assessment Work Plan followed by

a report of the results. (Select from the following for proposed buildings and/or

existing buildings as applicable for the Property)

a). [FOR PROPERTY WHERE NEW BUILDINGS ARE PROPOSED]For future

buildings, [The Company]’s evaluation of vapor intrusion risk shall, unless

otherwise agreed to by the Department, consist of collection and analysis

of a representative number (specify # of samples if sufficient information is

available to develop scope of work) of soil gas samples from the proposed

footprint of buildings to be constructed on the Property over areas

potentially subject to vapor intrusion.

b). Soil gas samples shall be analyzed for all site related volatile compounds

by appropriate methods capable of detecting soil gas concentrations at

screening levels indicative of a 10-6 cancer risk or a hazard quotient of 1 (or

0.1 as applicable) for non-carcinogens based on an appropriate attenuation

factor.

c). Soil gas sampling results and predicted indoor air concentrations shall be

compared to screening levels indicative of a 10-6 cancer risk or a hazard

quotient of 1 (or 0.1 as applicable) for non-carcinogens based on the Vapor



Intrusion Technical Guide.

d). [FOR PROPERTY WHERE EXISTING BUILDINGS WILL BE USED]For

existing buildings, [The Company]’s evaluation of vapor intrusion risk shall,

unless otherwise agreed to by the Department, consist of collection and

analysis of a representative number (specify # of samples if sufficient

information is available to develop scope of work) of indoor air, soil gas,

and sub-slab soil gas samples over areas potentially subject to vapor

intrusion. Assessment activities shall also include evaluation of other

factors that may affect vapor intrusion as discussed in the Vapor Intrusion

Technical Guide.

e). Indoor air samples shall be collected from within the building during a

minimum of two separate sampling events approximately six months apart.

One sampling event shall be in the winter. The samples collected for

laboratory analysis may use either active or passive collection methods

provided the same protocol is used for both sampling events.

f). All indoor air, soil gas and sub-slab soil gas samples shall be analyzed for

all site related volatile compounds by appropriate methods capable of

detecting concentrations at screening levels indicative of a 10-6 cancer risk

or a hazard quotient of 1 (or 0.1 as applicable) for non-carcinogens, and

using appropriate attenuation factors for soil gas and sub-slab soil gas.

g). Indoor air quality results shall be compared to the current EPA RSL

Resident Air and Industrial Air Screening Levels. The Department shall give

reasonable consideration of data or other demonstration that shows

unacceptable exposures inside the building do not result from the

subsurface conditions.

h). Soil gas and sub-slab soil gas sampling results shall be compared to

screening levels indicative of a 10-6 cancer risk or a hazard quotient of 1 (or

0.1 as applicable) for non-carcinogens for the proposed use of the Property.

Comparison criteria shall be based on the Vapor Intrusion Technical Guide.



3). Should the results of the Vapor Intrusion Assessment indicate that contaminant

concentrations exceed levels indicative of a 10-6 cancer risk or a hazard

quotient/hazard index of 1 for non-carcinogens for the proposed use of the

Property, [The Company] shall evaluate options for corrective measures and

engineering controls to ensure acceptable indoor air quality. At a minimum,

[The Company] shall propose and implement engineering controls to mitigate

contaminant vapor intrusion to meet acceptable levels in accordance with

Paragraph 4.I of this Contract.

4). The Department may allow [The Company] to implement pre-emptive vapor

intrusion mitigation measures in lieu of the above Vapor Intrusion Assessment.

Vapor intrusion mitigation measures shall be completed and evaluated in

accordance with Paragraph 4.I of this Contract.

I. Institute reasonable Contamination control measures:

1). [The Company] shall remove from the Property and properly dispose of all

Waste Materials and Segregated Sources of Contamination in accordance

with applicable regulations based on characterization results.

a). (Delete if not applicable) Waste Materials and Segregated Sources known

to be present on the Property and that require removal include, but may

not be limited to, the following:

i. List of any already identified Waste Materials and Segregated

Sources(basically the same as any listed in Characterize Waste

Materials and Segregated Sources)

ii. continue list

b). [The Company] shall document the characterization results and ultimate

disposition of the materials to the Department within sixty (60) days of

removal of any material from the Property.

c). Subject to Department approval, buried Waste Materials, if present, may be

stabilized in place on the Property in a manner that will effectively limit or



prevent human exposure and release of contaminants to the environment.

If any Waste Materials are to be stabilized in place, [The Company] shall

propose plans for stabilization of the Waste Materials in a Corrective

Measures Plan in accordance with Paragraph 4.I.2 (modify Paragraph #

reference as necessary) below. [The Company] shall also enter into a

Declaration of Covenants and Restrictions to document the area of

stabilization, and to maintain the stabilization measures in accordance with

Paragraph 9 of this Contract.

2). [The Company] shall take reasonable measures to effectively limit or

prevent human exposure to Existing Contamination in any media on the

Property. The corrective measures shall be proposed in a Corrective

Measures Plan to be approved by the Department prior to implementation,

and shall be consistent with the intended future use of the Property.

a). Corrective measures shall be required for Contamination present in any

media on the Property with concentrations in excess of appropriate human-

health [and ecological-ONLY IF WARRANTED BY TYPE OF SITE AND

PROPOSED USE, SUCH AS A NATURE PRESERVE] risk-based

exposure standards with plausibly complete routes of exposure. Known

media that require Corrective Measures include, but may not be limited to,

the following:

i. List all contaminated media (such as areas of soil contamination, soil

vapor contamination, and groundwater contamination that are known

at the time the Contract is written, and that will require corrective

measures OR land use restrictions

ii. Continue list

b). [The Company] may request Department approval to conduct a site-specific

risk assessment to determine levels of Contamination that are acceptable

for the intended use of the Property. The risk assessment shall be

conducted in accordance with EPA Risk Assessment Guidance for



Superfund. Prior to conducting the risk assessment, [The Company] shall

submit for Department approval, an overview of risk assessment

assumptions including identification of Contamination exposure routes, the

type and duration of possible exposures, the magnitude of exposure, and

any data gaps that need to be addressed to complete the risk assessment.

c). Corrective measures may include removal, encapsulation, barriers, or other

methods reasonably expected to limit human exposures to the

Contamination. Subject to Department approval, corrective measures may

include a land use restriction in accordance with Paragraph 9 (Declaration

of Covenants and Restrictions) of this Contract

d). If required, vapor intrusion control measures shall be designed to effectively

mitigate vapor intrusion risk to a 10-6 risk for carcinogens and a hazard

quotient/hazard index of 1 for non-carcinogens based on current EPA RSLs

and guidance on vapor intrusion. All vapor intrusion control measures shall

include monitoring to confirm that the vapor mitigation system is effective,

and procedures to ensure and document proper and effective operation and

maintenance of the vapor intrusion mitigation system for as long as it is

required at the Property. The Department shall give reasonable

consideration of data or other demonstration that shows any unacceptable

indoor air contaminant concentrations do not result from the subsurface

conditions.

e). Upon completion of any corrective measures, [The Company] shall provide

a Corrective Measures Report to document satisfactory completion of the

corrective measures for Department review and approval prior to obtaining

a Certificate of Completion.

3). In the event that development of the Property will require disturbance of

contaminants in soil or groundwater, [The Company] shall propose a Media

Management Plan. The Media Management Plan shall address management

of contaminated media when encountered on the Property, its characterization



if necessary for offsite disposal, and identification of the final disposal location

for all contaminated media.

4). In the event that corrective measures include engineering controls that must

be maintained and monitored for future use of the Property, a Stewardship

Plan may be required by the Department. If required, the Stewardship Plan

shall identify procedures for management of contaminated media that may be

encountered as a result of any disturbance of the engineering controls, and for

repair or replacement of the engineering controls.

J. Monitor and/or abandon the monitoring wells:

1). [The Company] shall implement a groundwater-monitoring program if required

by the Department. Continued monitoring requirements will be based on the

Department’s determination of potential adverse effects on nearby receptors,

i.e., individuals that are presently or potentially exposed to Contamination.

2). The Department will determine the frequency and duration of the monitoring

program on a case-specific basis.

3). [The Company] shall abandon the monitoring well(s) when the Department

determines there are no further needs for wells. The wells shall be abandoned

in accordance with South Carolina Well Standards, 6 S.C. Code Ann. Regs.

61-71 (2012 & Supp. 2016).

K. [ONLY FOR PROPERTIES WITH RP VCC IN PLACE] Complete required

activities in the event of a Responsible Party default:

1). Ongoing Responsible Party activities under [VCC # NUMBER OF RP Contract,

Consent Agreement, RCRA permit, etc.] may substantially satisfy the

requirements in sub-paragraphs [4.C, etc,] above. Therefore, it is agreed that

response action completed by the Responsible Parties that meet the

conditions of this Contract shall be deemed to satisfy the requirements on [The

Company]. The Department shall have sole discretion in determining the



adequacy of the Responsible Party’s response action towards completing the

activities required by this Contract.

2). The Department will provide written notification to [The Company] if more than

one hundred eighty (180) consecutive days elapse without substantial

progress, or the Department otherwise determines the Responsible Party’s

activities are inadequate.

3). [The Company] shall respond in writing within thirty (30) days to the

Department's notification with a workplan for completing the unfulfilled

requirements of this Contract.

4). [ANY OTHER SITE SPECIFIC ACTIVITIES THE NRP WOULD BE

REQUIRED TO DO IF THE RP CONTRACT FALLS THROUGH]

HEALTH AND SAFETY PLAN

5. [The Company] shall prepare and submit under separate cover from the Work Plan,

a Health and Safety Plan consistent with Occupational Safety and Health

Administration regulations. The Health and Safety Plan shall be submitted to the

Department in the form of one electronic copy on compact disk (in .pdf format). [The

Company] agrees that the Health and Safety Plan is submitted to the Department

only for informational purposes. The Department expressly disclaims any liability that

may result from implementation of the Health and Safety Plan by [The Company].

PUBLIC PARTICIPATION

6. [The Company] and the Department will encourage public participation to implement

this Contract as follows:

A. The Department will provide notice, seek public comment, and initiate a thirty (30)

day claim contribution notification period in accordance with established

procedures consistent with S.C. Code Ann. § 44-56-750 upon signature of this

Contract by [The Company].



B. [The Company] shall erect a sign at major entrances onto the Property or other

locations routinely accessible by the public. The sign(s) shall be erected no later

than one (1) day after the Department’s public announcement about the Contract

in a newspaper of general circulation in the community.

1). The sign(s) will state “Voluntary Cleanup Project by [Legal Name of Company]

under Voluntary Cleanup Contract 16-[PCAS#]-NRP with the South Carolina

Department of Health and Environmental Control.” The sign(s) shall provide

a brief description of the scope of activities under the Contract, and contact

information, including telephone number and address, for a representative of

[The Company]. Contact information for the Department shall state “TOLL-

FREE TELEPHONE: 1-866-576-3432”.

2). All sign lettering must be of sufficient size to be legible with un-aided normal

eyesight from the point where the public will normally pass by the Property

without intruding onto the Property.

3). [The Company] shall submit photographs of the sign(s) and a Property drawing

showing the location(s) of the sign(s). The photographs shall be submitted to

the Department within ten (10) days of erecting the sign(s).

4). [The Company] agrees to revise the sign if the Department determines the sign

is inaccurate, not legible, or otherwise ineffectively placed.

5). [The Company] shall maintain the sign(s) in legible condition and at visible

locations throughout the duration of the Contract period until a Certificate of

Completion is issued on the Property.

6). The sign(s) may be removed to accommodate building or grading activities;

however, [The Company] shall restore the sign(s) within two (2) days to its

original location, or other publicly accessible location upon notice to the

Department.

PROGRESS UPDATES

7. [The Company] shall submit periodic written updates to the Department’s project



manager until such time as all activities related to the Property are complete pursuant

to this Contract. The first update shall be due within [XXX] days of [Work Plan

approval] [the execution date of this Contract] and semi-annually thereafter.

A. The updates may be in summary letter format, but should include information

about:

1). The actions taken under this Contract during the previous reporting period;

2). Actions scheduled to be taken in the next reporting period;

3). Sampling, test results, and any other data in summary form, generated during

the previous reporting period regardless of whether the data was collected

pursuant to this Contract; and,

4). A description of any environmental problems experienced during the previous

reporting period and the actions taken to resolve them.

B. The Department’s project manager may allow an extended schedule between

updates based on case specific conditions.

SCHEDULE

8. [The Company] shall perform all activities and response actions pursuant to this

Contract in an expeditious manner. In the event that circumstances cause a delay in

implementation of the response actions, the Department may require implementation

of interim measures to stabilize Contamination or prevent unacceptable exposures.

[The Company] shall implement the interim measures in accordance with a

Department-approved plan.

DECLARATION OF COVENANTS AND RESTRICTIONS

9. [The Company] or its Beneficiaries shall enter, and record, a Declaration of

Covenants and Restrictions (Declaration) for the Property if Contamination exceeds

levels acceptable for unrestricted use after completing the response actions pursuant



to this Contract. Contaminant levels acceptable for unrestricted use shall be the

Screening Levels for Resident Soil as specified in the EPA RSLs for soil, and the

primary MCL standards for groundwater in the State Primary Drinking Water

Regulations, 4 S.C. Code Ann. Regs. 61-58. [OR as applicable, (1) {where sampling

is limited to only those areas where contaminant releases are suspected to

have occurred} [The Company] or its Beneficiaries shall enter, and record, a

Declaration of Covenants and Restrictions (Declaration) for the Property to restrict

the use of the Property from residential, recreational, agricultural, child day care, and

adult day care use; (2) {where assessment is limited due to existing buildings,

or other factors and potential exists for releases in the inaccessible areas}: [The

Company] or its Beneficiaries shall enter, and record, a Declaration of Covenants and

Restrictions (Declaration) for the Property to maintain (the existing building,

pavement, etc as applicable) as an engineering control; (3) {where groundwater

contamination above MCL is already documented} [The Company] or its

Beneficiaries shall enter, and record, a Declaration of Covenants and Restrictions

(Declaration) for the Property to prohibit the use of groundwater on the Property. [IF

ANY OF THESE OPTIONS ARE USED, ALSO ADD: Additional restrictions may

be required based on the response actions completed under this Contract.] The

recorded Declaration shall be incorporated into this Contract as an Appendix and

shall be implemented as follows:

A. The Department shall prepare and sign the Declaration prior to providing it to [The

Company]. An authorized representative of [The Company] or its Beneficiaries

shall sign the Declaration within ten (10) days of receipt. All signatures shall be

witnessed, and signed and sealed by a notary public.

B. [The Company] or its Beneficiaries shall record the executed Declaration with the

Registrar of Deeds or Mesne Conveyance for the county where the Property is

located.



C. [The Company] or its Beneficiaries shall provide a copy of the recorded Declaration

to the Department within sixty (60) days of the Department’s execution. The copy

shall show the date and Book and Page number where the Declaration has been

recorded.

D. In the event that Contamination exceeds levels acceptable for unrestricted use

(EPA RSLs for residential use and/or MCLs) on a portion of the Property, [The

Company] or its Beneficiaries may create a new parcel of that portion of the

property that will be subject to the Declaration.

E. The Declaration shall be noted on the master deed of any planned development

for the Property and noted, or referenced thereafter, on each individual deed of

property subdivided from the Property and subject to the Declaration.

F. The Declaration shall reserve a right of entry and inspection for [The Company] or

its Beneficiaries that may be transferred to another single individual or entity for

purposes of compliance monitoring.

1). [The Company] or its Beneficiaries shall ensure that the restrictions

established by the Declaration remain on any subdivided property.

2). [The Company] or its Beneficiaries shall create a procedure to provide a single

point of contact responsible for documenting current land use and compliance

with the Declaration regardless of the Property’s ownership status. The

procedure shall be reviewed and approved by the Department before it is

implemented.

G. The Declaration shall provide that the Department has an irrevocable right of

access to the Property after [The Company] acquires the Property, and such right

of access shall remain until remediation is accomplished for unrestricted use and



monitoring is no longer required. Such access shall extend to the Department’s

authorized representatives and all persons performing response actions on the

Property under the Department’s oversight.

H. [The Company] or its Beneficiaries, or the individual or entity responsible for

compliance monitoring, shall annually document the Property’s land use and

compliance with the Declaration to the Department. The report shall be submitted

by May 31st in a manner and form prescribed by the Department.

I. The Department may amend the Declaration in response to changes in law,

completion of remedial actions meeting the applicable standards in effect at the

time, or if other circumstances of the Property change; however, said amendment

shall not be applied retroactively unless expressly provided for in the legislation.

An amendment may strengthen, relax, or remove restrictions based on the EPA

RSL Summary Table in effect at that time; however, the Department shall not

impose a more restrictive condition based solely on changes in the EPA RSL

Summary Table. An amendment to the Declaration shall be duly executed and

recorded using procedures similar to those detailed above.

NOTIFICATION

10. All notices required to be given by either party to the other shall be in writing. Each

party shall have a continuing obligation to identify a contact person, whose name,

address, and telephone number must be updated to the other party, throughout the

term of the Contract. Notices by electronic mail or facsimile shall be acceptable if

acknowledged in writing by the recipient; with the delivery date being the date of

acknowledgment or earlier date if stated in the acknowledgment. All other forms of

notice shall be deemed sufficiently given if delivered at the address shown below, or

at such place or to such agent as the parties may from time to time designate in

writing, by: 1) regular U.S. Mail by which notice shall be deemed to occur seven (7)



days after the postmark date; 2) Certified or Registered Mail by which notice shall be

deemed to occur on the date received as shown on the receipt; 3) Commercial

delivery service company by which notice shall be deemed to occur on the date

received as shown on the receipt; or, 4) hand delivery to the other party.

A. All correspondence, notices, work plans, and reports shall be submitted to:

[Project Manager]

Bureau of Land and Waste Management

2600 Bull Street

Columbia, South Carolina 29201

B. All correspondence and notices to [The Company] shall be submitted to [The

Company]’s designated contact person who as of the effective date of this Contract

shall be:

[NRP Contact]

FINANCIAL REIMBURSEMENT

11. [INCLUDE ONLY IF APPLICABLE] [The Company] agrees to reimburse the

Department for outstanding environmental response costs in the amount of [write out

the dollar amount and include amount in parenthesis too ($0.00)] upon acquisition of

any portion of the Property. Payment shall be made in full to the Department not later

than thirty (30) days after said acquisition.

12. [The Company] or its Beneficiaries shall reimburse the Department for its public



participation costs and for oversight costs of activities specific to this Contract as

provided by S.C. Code Ann. § 44-56-750(D). The oversight costs shall include the

direct and indirect costs incurred by the Department in implementing the Voluntary

Cleanup Program as related to this Contract, and any future amendments thereto,

and may include costs related to this Contract and incurred by the Department prior

to execution of this Contract. Invoices for oversight costs will be sent to [The

Company] on a quarterly basis. [INCLUDE THE FOLLOWING ONLY IF NRP IS

ELIGIBLE LOCAL GOVERNMENT OR NON-PROFIT [In recognition of [The

Company]’s non-profit status (or local government or municipal entity) , the

Department waives reimbursement of oversight costs, exclusive of the cost incurred

for public participation. The Department reserves the right to re-instate oversight

billing upon thirty-day notice to [The Company]; however, said billing shall not include

any costs incurred by the Department prior to receipt of the notice.] All costs are

payable within thirty (30) days of the Department's invoice submitted to:

[NRP Contact / Person Designated]

[Billing Contact Information]

A. Failure to submit timely payment for costs upon receipt of the Department’s invoice

is grounds for termination of the Contract pursuant to paragraph 16 herein.

B. Payment for costs incurred by the Department pursuant to this Contract shall

become immediately due upon termination of the Contract by any party pursuant

to paragraph 16 herein.

ACCESS TO THE PROPERTY

13. [The Company] agrees the Department has an irrevocable right of access to the

Property for environmental response matters after [The Company] acquires the

Commented [OJC2]: Could we exclude State agencies from this privilege? The agencies that make money?



Property. This right of access remains until such time as remediation is accomplished

for unrestricted use and monitoring is no longer required, and shall extend to the

Department’s authorized representatives and all other persons performing response

actions on the Property under the Department’s oversight.

CERTIFICATE OF COMPLETION AND COVENANT NOT TO SUE

14. A Certificate of Completion shall be issued to [The Company] or its Beneficiaries for

the Property under this Contract as follows:

A. [The Company] or its Beneficiaries shall request a Certificate of Completion

pursuant to S.C. Code Ann. § 44-56-750(C)(1) after the response actions are

completed and any required Declarations are recorded pursuant to this Contract.

The request shall be in writing and shall report 1) the amount of soil that was

removed or remediated on the Property; and 2) the cost of all environmental work

conducted pursuant to this Contract.

B. Pursuant to § 44-56-750(C)(1) the Department shall issue the Certificate of

Completion with its covenant not to sue upon determining that [The Company] or

its Beneficiaries has successfully and completely complied with the Contract and

the voluntary cleanup approved under S.C. Code Ann. §§ 44-56-710 through 760.

C. The Department may issue a Provisional Certificate of Completion if the

substantive response actions required under this Contract are complete and a

required Declaration has been recorded but all actions under this Contract have

not been completed due to Property-specific circumstances.

1). A Provisional Certificate of Completion will include specific performance

standards that [The Company] or its Beneficiaries shall continue to meet.

2). The Provisional Certificate of Completion may include the Department’s

covenant not to sue for Existing Contamination; however, said covenant shall



be automatically revoked if [The Company] or its Beneficiaries do not

satisfactorily complete the requirements of the Contract as stipulated in the

Provisional Certificate of Completion.

ECONOMIC BENEFITS REPORTING

14. [The Company] or its Beneficiaries shall report information to the Department that

demonstrates that the activities pursuant to this Contract have been beneficial to the

State and community. The report shall be submitted within two (2) years after the

execution date of this Contract, and annually thereafter until two (2) years after

redevelopment of the Property is complete. [The Company] shall summarize the

new operations at the Property, the number of jobs created, the amount of property

taxes paid, and the total amount invested in the Property for property acquisition and

capital improvements.

CONTRACT OBLIGATIONS AND PROTECTIONS INURE

15. The terms, conditions, obligations and protections of this Contract apply to and inure

to the benefit of the Department, [The Company], and its Beneficiaries as set forth

below. The following stipulations apply to ensure the transition of all obligations and

protections to successive Beneficiaries for any portion of the Property:

A. [The Company] or its Beneficiaries shall provide a copy of this Contract and

applicable Appendices to any subsequent Beneficiary. Transmittal of the Contract

copy may be via any commonly accepted mechanism.

B. [The Company] and its Beneficiaries shall not allow residential occupancy on any

portion of the Property prior to obtaining the Certificate of Completion or a

Provisional Certificate of Completion specific to that portion of the Property

allowing residential occupancy.



C. If the Certificate of Completion has not been issued, [The Company] or its

Beneficiaries shall request approval from the Department prior to transferring the

obligations and protections of this Contract to a new person or entity. The

Department shall not unreasonably withhold its approval upon receipt of a Non-

Responsible Party Application for Voluntary Cleanup Contract documenting that

the new person or entity:

1). Is not a Responsible Party for the Site;

2). Has sufficient resources to complete the activities of this Contract;

3). Will not use the Property for activities that are inconsistent with the terms and

conditions of this Contract;

4). Will assume the protections and all obligations of this Contract; and,

5). Will, in the Department's sole discretion, provide a measurable benefit to the

State and the community as a result of this transfer.

D. If the Certificate of Completion has been issued and the portion of the Property is

subject to a Declaration or other ongoing obligation pursuant to this Contract, [The

Company] or its Beneficiaries shall provide written notification to the Department

identifying the new individual or entity within thirty (30) days after the effective date

of the ownership change or other possessory transfer of the Property.

1). The notification shall include a signed statement from the new individual or

entity that its use of the Property will remain consistent with the terms of the

Contract and the Declaration, and that it will assume the ongoing obligations

and protections of this Contract.

2). This requirement is waived for an individual or entity acquiring a portion of the

Property for individual residential or (delete “residential” if Contract requires a

Declaration restricting residential use) commercial use provided the

Declaration is noted on the master deed for the planned development, and the

Department has approved the procedure for a single point of contact

responsible for documenting current land use and compliance with the



Covenant.

E. (Delete this paragraph if this Contract requires a Declaration) If a Certificate of

Completion has been issued and the Property is not subject to a Declaration or

other continuing obligation pursuant to this Contract, no notification is required.

CONTRACT TERMINATION

16. [The Company], its Beneficiaries, and the Department each reserve the right to

unilaterally terminate this Contract by giving thirty (30) days advance written notice to

the other party. Termination shall be subject to the following:

A. The Department may not terminate this Contract without cause and before

termination, shall provide [The Company] or its Beneficiaries an opportunity to

correct the cause(s) for termination, which may include, but is not limited to, the

following:

1). Failure to complete the terms and conditions of this Contract;

2). Change in [The Company]’s or its Beneficiaries’ business activities on the

Property or use of the Property that are inconsistent with the terms and

conditions of this Contract;

3). Failure to submit timely payment for costs upon receipt of the Department’s

invoice;

4). Failure of [The Company] or its Beneficiaries to implement appropriate

response actions for additional Contamination or releases caused by [The

Company] or its Beneficiaries;

5). Knowingly providing the Department with false or incomplete information or

knowing failure to disclose material information;

6). Failure by [The Company] or its Beneficiaries to obtain the applicable permits

from the Department for the response actions or other activities undertaken at

the Property pursuant to this Contract; or,



7). Failure by [The Company] or its Beneficiaries to make material progress

toward the expansion, redevelopment, or reuse of the property as determined

by the Department upon consideration of [The Company]’s or its Beneficiaries’

marketing efforts, regional economic conditions, and other pertinent

information on the Property.

B. Should [The Company] or its Beneficiaries elect to terminate, that party shall certify

to the Department's satisfaction that any environmental or physical hazards

caused or contributed by [The Company] or its Beneficiaries have been stabilized

or mitigated such that the Property does not pose hazards to human health or the

environment.

C. Termination of this Contract by any party does not waive the Department’s

authority to require response action under any applicable state or federal law.

D. Termination of this Contract by any party does not end the obligations of [The

Company] or its Beneficiaries to pay costs incurred by the Department pursuant to

this Contract. Payment for such costs shall become immediately due.

E. Upon termination, the protections provided under this Contract shall be null and

void as to any party who participated in actions giving rise to termination of the

Contract. Revocation of protections shall also apply to that party’s lenders, parents,

subsidiaries, and successors, including lessees, heirs, devisees, and other parties

taking an interest in the Property through that party who participated in actions

giving rise to termination of the contract. The protections will continue for any party

who has received protections through a Certificate of Completion for this Contract,

and who did not participate in the actions giving rise to the termination.



ENTITLEMENT OF PROTECTIONS AND BENEFITS

17. [The Company] and its Beneficiaries are entitled to the protections and benefits in

regard to Existing Contamination provided by South Carolina statutes as follows:

A. Effective on the date this Contract is first executed by the Department:

1). Protection from contribution claims under CERCLA § 113, 42 U.S.C. § 9613

and SCHWMA § 44-56-200.

2). Protection from third-party claims as provided by S.C. Code Ann. § 44-56-

750(H).

3). Eligibility to file annual application for Voluntary Cleanup Activity Tax Credits

pursuant to the Income Tax Act, S.C. Code Ann. § 12-6-3550 (2014).

B. Effective on the date the Certificate of Completion is issued by the Department.

1). The Department’s covenant not to sue [The Company] and its Beneficiaries for

Existing Contamination but not for any Contamination, releases and

consequences caused or contributed by [The Company] or its Beneficiaries.

2). Specific tax credits or additional benefits expressly contingent in South

Carolina statutes on issuance of the Certificate of Completion.

C. These Protections and Benefits do not apply to any Contamination, releases, and

consequences caused or contributed by [The Company] or its Beneficiaries. The

Department retains all rights under State and Federal laws to compel [The

Company] and its Beneficiaries to perform or pay for response activity for any

Contamination, releases and consequences caused or contributed by [The

Company] or its Beneficiaries.

RESERVATION OF RIGHTS BY THE DEPARTMENT

18. Nothing in this Contract is intended to be, or shall be construed as, a release or



covenant not to sue for any claim or cause of action, past or future, that the

Department may have against any person, firm, or corporation other than [The

Company] and its Beneficiaries. The Department reserves the right to undertake

future response actions at the Site and to seek to compel parties, other than [The

Company] and its Beneficiaries, to perform or pay for response actions at the Site.

Nothing in this Contract shall in any way restrict or limit the nature or scope of

response actions that may be taken or be required by the Department in exercising

its authority under State and Federal law.

RESERVATION OF RIGHTS BY [THE COMPANY]

19. [The Company] retains all rights to assert claims in law or equity against any person,

company, or entity with respect to the Property, except as limited elsewhere by this

Contract. [The Company] and its Beneficiaries specifically deny responsibility for

response costs or damages resulting from Existing Contamination except for

Contamination, releases, and consequences they cause or contribute. However,

[The Company] and its Beneficiaries agree to undertake the requirements of this

Contract.

BURDEN OF PROOF

20. [The Company] and its Beneficiaries shall have the continuing obligation to

demonstrate that any newly discovered Contamination is not caused or contributed

by [The Company] or its Beneficiaries. [The Company] and its Beneficiaries shall

make this demonstration to the Department’s satisfaction in accordance with State or

Federal Law applicable to such newly discovered Contamination. For purposes of

this clause, newly discovered Contamination means finding types of Contamination

not previously identified at the Property or substantially higher concentrations of

Existing Contamination.



LIMITATION OF CLAIMS BY [THE COMPANY] AND ITS BENEFICIARIES

21. In consideration of the protections from the Department under this Contract, [The

Company] and its Beneficiaries agree not to assert any claims or causes of action

against the Department or to seek other costs, damages, or attorney’s fees from the

Department arising out of activities undertaken at the Property pursuant to this

Contract. This limitation shall not extend to any claims or causes of action resulting

from the Department's intentional or negligent acts or omissions, or the Department’s

willful breach of this Contract.

[Remainder of page left blank]



SIGNATORS

22. The signatories below hereby represent that they are authorized to and do enter into

this Contract on behalf of their respective parties.

THE SOUTH CAROLINA DEPARTMENT OF HEALTH AND ENVIRONMENTAL CONTROL

BY: DATE:

Daphne G. Neel, Chief Bureau of Land and Waste

Management

DATE:

Reviewed by Office of General Counsel

[FULL LEGAL COMPANY NAME]

BY: DATE:

Printed Name and Title



APPENDIX A

Application for Non-Responsible Party Voluntary Cleanup Contract

[Full Legal Company Name]

[date of application]

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